Form 4 Thoughtworks Holding, For: Sep 17 Filed by: Parsons Rebecca J

September 21, 2021 9:16 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Parsons Rebecca J

(Last) (First) (Middle)
C/O THOUGHTWORKS HOLDING, INC.
200 EAST RANDOLPH STREET, 25TH FLOOR

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thoughtworks Holding, Inc. [ TWKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/21/2021   A   81,023 (1) A $ 0 761,751 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock $ 2.29 09/17/2021   A   365,415.68   09/17/2021 10/12/2027 Common Stock 365,415.68 $ 0 1,212,367 (2) D  
Options to purchase common stock $ 2.48 09/17/2021   A   54,694.43   09/17/2021 12/19/2028 Common Stock 54,694.43 $ 0 209,186 (3) D  
Options to purchase common stock $ 5.16 09/17/2021   A   16,300   09/17/2021 09/15/2030 Common Stock 16,300 $ 0 28,763 (4) D  
Stock appreciation rights (5) 09/21/2021   D     2,005   (5)   (5) Common Stock 2,005 $ 0 0 D  
Explanation of Responses:
1. The reported securities are restricted stock units ("RSUs"), which vest and settle 50% on each of the 6 month and 12 month anniversaries of grant, and include 1,786 RSUs received in exchange for New SARs (as defined below).
2. 37,848.34 of the reported securities remain subject to time-based vesting.
3. 33,990.00 of the reported securities remain subject to time-based vesting.
4. 12,463.00 of the reported securities remain subject to time-based vesting.
5. The reported securities represented SARs with respect to the Class C Common Stock of the Company, which became SARs (the "New SARs") on the Company's common stock upon completion of the Company's initial public offering (the "IPO") on September 17, 2021. In connection with the IPO, the New SARs were exchanged for RSUs on the Company's common stock.
/s/ Christine McKillip as Attorney-in-Fact for the Reporting Person 09/21/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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